Representative Office - Thailand

By Panwa Group of Companies, Bangkok and Phuket

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Representative Office ( Rep Office) Thailand - Setting up and Registration

Setting up a Representative Office (Rep Office) in Thailand is a good way for foreign businesses to explore business opportunitis in Thailand or the region.

Application documents:

  1. A copy of a certificate or evidence of juristic person status containing particulars of the name, capital, objects, place of business, list of directors and authorized signatories of the juristic person.
  2. A letter of appointment of a representative issued by the authorized signatory of the juristic person applicant as appointer of the agent in charge of the operations in Thailand on behalf of the juristic person.
  3. A copy of the appointed representative’s passport, identification document for foreigners or identification card.
  4. A copy of the appointed representative’s house register, certificate of residence in the Kingdom or evidence of permission to enter the Kingdom for a temporary stay under immigration laws.
  5. A declaration by the applicant certifying that the applicant, directors, managers or appointed representative satisfy the qualifications and do not possess a prohibited characteristic under section 16 of the Foreign Business Act, B.E. 2542 (1999).
  6. * A declaration of details of the type of business for which a license application is made.
  1. A map indicating the approximate location of the place of business operation in Thailand.
  2. A power of attorney in the case where another person has been authorized to act on the applicants behalf.
  3. Other evidence or documents (if any), such as:
    1. Confirmation from the head office of the salary and other remuneration of the person in charge of the operations in Thailand.
    2. The head office’s annual report.

Procedure and Timming

Fees Rates:

  1. Application fee: 2,000 baht.
  2. License           
    - natural person: 20,000 baht;
    - juristic person: five baht for every thousand baht of the registered capital subject to a minimum fee of 20,000 baht and a maximum fee of 250,000 baht; the amount in excess of one thousand baht shall be deemed as equivalent to one thousand baht.
  1. Application to inspect or make copies of documents: 200 baht per application.
  2. Application for the registrar to make copies or photocopies of documents and affix a certification: 100 baht per page.
  3. Application for a certification of the contents deposited by the registrar: 100 baht per item.

* The declaration stating details of the type of business for which the license applications is made shall contain the following items:

  1. The type of business for which the application is made, including the stages of operations.
  2. An estimate of the expenditure as regards the amount of funds which the applicant will expend in Thailand for the acquisition of fixed assets and for the operational expenses of the business in each year over a period of three years or over the actual period of business operation in the case where the business was operated for less than three years.
  3. The size of the operations.
  4. The size of workforce in Thailand employed by the applicant.
  5. A plan for the import of foreign technology and the transfer of technology (if any).
  6. A plan for research and development, with an explanation of the working plan for the proposed research and development (if any).
  7. The intended period of business operation.
  8. The overall benefit to the economy which Thailand is expected to receive from the business operation.

Scope of business of a representative office

  1. Procurement of supply sources for goods and services in Thailand for the head office.
  2. Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
  3. Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
  4. Dissemination of various information pertaining to new goods or services offered by the head office.
  5. Reporting business movements in Thailand to the head office.

General Criteria:

  1. The office must be a juristic person established under the laws of a foreign country.
  2. The office must not derive any revenue from its offices.
  3. The office cannot accept purchase orders, make sales offers or engage in business negotiations with any person.
  4. The office must receive subsidies for office expenses from the head office only.
  5. The office must prepare financial statements from the Accounting Act.

Conditions:

  1. Loans from banks or other financial institutions which are incidental to a licensee’s business operations, where the license is a juristic person registered in Thailand, can be made to an amount not exceeding the proportion of one part capital to seven parts loan.
  2. In case where the licensee is a juristic person registered in Thailand and has foreign directors with the authority to bind the juristic person, at least one such director shall be domiciled or has residence in Thailand; in the case where a licensee is a juristic person not registered in Thailand and has a foreign representative who is in charge of the operations in Thailand, at least one such person in charge shall be domiciled or have residence in Thailand.

Warning:

  1. The applicant must completely fill in the application form in print, which must also be signed by the applicant or by an appointee in the case where another person was authorized by a power of attorney to act on his/her behalf.
  2. In the case where a power of attorney was executed in a foreign country, such power of attorney must be notarized by an official or by a person who has been prescribed with the powers of notarization by the laws of such country, or by an authorized official of the Royal Thai Embassy or Royal Thai Consulate stationed in such country at a time not exceeding six months prior to the date of submission of application.
  3. In the case where the power of attorney was executed in Thailand and the appointer does not have residence in Thailand, a copy or photocopy of the passport or certificate of temporary residence, or other evidence showing that at the time of the power of attorney such person had truly entered into Thailand, must be submitted.
  4. In the case where the evidence or documents in support of the application have been signed in a foreign country, the applicant must provide for the certification of such signatures.
  5. If the evidence or documents submitted in support of the application are in a foreign language, their translations in Thai must be provided. The applicant and the translator must affix their signatures to certify the correctness of the translations.
  6. The applicant must certify the correctness of copies or photocopies of evidence or documents submitted

Place of application for a license:

  1. In Bangkok, an application maybe submitted at the Department of Business Development, Ministry of Commerce.
  2. In other provinces, an application may be submitted at the Provincial Office of Business Development

Tax Guidance for Representative Office in Thailand click here.


Q & A

Q1: For a rep office, is there a requirement to have minimum number of Thai Directors or shareholders ?
Panwa; No requirement for having Thai Director or Shareholder.
Q2: We need a registered office address, what is the fees if we uses your address as the registered office ?
Panwa: Our fee for using address to register the company or Rep Office, rate charge depend on case as below;
- Using our address for  only registration is Baht 18,000 per year or,
- Usage of office address and handling mals the fee is Baht 36,000 per year which not include traslation and courier charge.
Q3: One of the main question I have is this: as a Rep office, can it hold licence or Certifications ?
Panwa; Rep Office is unable to get licenses or certification for TISI standard and do not allow to carry on business in Thailand except below scope.
  1. Procurement of supply sources for goods and services in Thailand for the head office.
  2. Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
  3. Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
  4. Dissemination of various information pertaining to new goods or services offered by the head office.
  5. Reporting business movements in Thailand to the head office.
Q4: What are other taxes, fees and charges involved in setting up this representative office?
Panwa:
In step of setting up has only government fee with below rate ( no tax charges):
  •  Application fee: 2,000 baht
  • When obtain the license, five baht for every thousand baht of the registered capital subject to a minimum fee of 20,000 baht and a maximum fee of 250,000 baht; the amount in excess of one thousand baht shall be deemed as equivalent to one thousand baht.
Q5: Any annual audit and tax procedures or others?
Panwa;Yes, Rep Office will be done annual audit and submitted the audited financial statement to Ministry of Commerce (MoC) and Revenue Dept, case of tax must be file Corporate income tax, Half year tax, monthly withholding tax (paid in term of salary, service, hire of work, rental, management and etc..), including Social Security Fund (if has any staff).
For more information of Tax Guidance of Representative Office in Thailand please visit our website at:: http://www.panwagroup.com/representativeoffice-taxguidance-thailand.htm

Q6: I am interested in opening a Representative Office in the Phuket area. My company is located in the Canada for international HR consulting firm. We will not be engaged in any sales or profit activity in Thailand, our customers are in USA, Europe, Cambodia, Lao PDR and Myanmar. The purpose of the office is for staying here in Thailand and for my personal communication and coordination.

Panwa: we do not sure that your mentioned business be allowed to register  as Rep or not please check carefully due to normally they allow for 4 objectives as below:

Scope of business of a representative office

  1. Procurement of supply sources for goods and services in Thailand for the head office.
  2. Inspection and control of the quality and volume of goods purchased by the head office or hired by the head office for production in Thailand.
  3. Consultation on various aspects pertaining to the goods distributing by the head office to the district agent or consumer of goods.
  4. Dissemination of various information pertaining to new goods or services offered by the head office.
  5. Reporting business movements in Thailand to the head office.

For taxation, residence rule, even though you work for oversea customer your company (registered in Thai or personal who reside in Thailand over 180 days a year and bring the  fund to Thailand) still need to report and pay tax in Thailand that's why your business objectives in Thai I think out of scope of Representative here.

 

For more information, please feel free to contact us:
Phone Nos.: +66 2 933 6121, +66 2 933 6122, +66 2 933 5601
(for call inside Thailand use 0 instead of +66)
Fax:
+66 2 933 6120
Email: mgr@panwa.co.th
Please CC: to our alternate email: panwagroup@gmail.com

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